With the increase in economic activity particularly in the construction sector, banks, receivers and companies are discovering assets and property in companies that have been struck off the register. In order to transfer the assets out of the company or to sell the assets, the company must be restored to the register.

The time-frame when the company was struck off the register will determine the process for restoring the company to the register. The two ways of restoring a company are:

  • Administrative Restoration – application is made within 12 months of the company being dissolved
  • High Court Restoration – application is made to the Court within 20 years of the company being dissolved

Administrative Restoration

Where a company has been struck off the register, an application can be made on a H1 form (€300 filing fee) within 12 months of the company being dissolved in accordance with Sec 737. The following documentation should be filed within 3 months of the H1 form being lodged with CRO:-

  • An annual return for each outstanding year
  • Audited financial statements for each outstanding year
  • Late filing penalties – maximum of €1200 per return
  • Where the company was struck off on foot of the Revenue Commissioners , written confirmation that all outstanding Revenue returns are filed
  • Only 1 outstanding annual return can be filed electronically so all other returns must be manually filed
  • H1 applications paid by cheque will take 4 weeks for the cheque to clear a postal order or bank draft or CRO account should be used instead

The above documentation must be submitted to the CRO 1 day before the anniversary of the company being dissolved. If the deadline is missed the company will have to apply to the High Court to be restored.

Property Management Companies

Owner Management Companies (Property Management Companies) that have been struck off the register may have 6 years to restore the company to the register subject to additional provisions to the administrative restoration applies:

  • A H1-OMC form
  • All outstanding annual returns and audited financial statements
  • Late filing penalties – maximum of €1200 per return
  • The deed of transfer of common areas and a statement from an accountant or solicitor that the common areas were transferred into the company prior to the company being struck off the register

If the common areas were not transferred into the company prior to the company being struck off the register then after 12 months the company will have to make a High Court application.

High Court Restoration

A company that has been dissolved more than 12 months and less than 20 years an application to the High Court to have the company restored to the register. This is an expensive process to apply to the High Court due to the legal fees and outlays, the cost of having audited financial statements and payment of late filing penalties.

The company, a member or an officer may make an application to the Court to restore the company.

The application cane be made by:-

  • The company
  • A creditor of the company
  • A member or officer of the company
  • A person who had an entitlement to be a member of the company (transfer of shares or transmission of shares on a death of a shareholder)

An application can be made to the High Court in accordance with Sec 738 to have the company restored to the register. A restoration application must be made on notice to the Registrar of Companies, the Minister for Public Expenditure and Reform and the Revenue Commissioners, each of whom has various procedural requirements before a letter of no objection to the restoration can be issued.

The letter of no objection will be issued by CRO subject to compliance with the following:-

  • A letter from a director member or solicitor acting on behalf of the company should be s submitted to the Registrar of Companies requesting that confirmation that the Registrar has not objection to the restoration of the company
  • File annual returns for each year that is outstanding
  • File audited financial statements for each year that is outstanding
  • If struck off by Revenue, confirmation that all Revenue returns are filed
  • Payment of the late filing penalties – €1,200 per return for the latest 3 annual returns and €40 filing fee for each annual return

The applicant will have to obtain the following documentation:-

  • Letter of no objection from the Revenue confirming that all returns and liabilities have been discharged
  • A letter from the Chief State Solicitors Office
  • Signed and sworn affidavit from the applicant

The documentation will be lodged with the Court and a date for the hearing sought. On the day of the hearing a barrister will attend the High Court and present the affidavit and petition and the Judge may grant the order if the application is in order.

The High Court Order should be filed at the CRO within 28 days of being issued by the High Court.

Creditors Restoration

A creditor may apply to the Circuit Court or High Court to have a company restored within 20 years. The creditor should obtain letters of no objection from CRO, and the Chief State Solicitors Office and the Revenue Commissioners.

The creditor must put the officers of the company on notice of the application and the Court may as part of the Court order direct one or more of the members or officers of the company to deliver all outstanding annual returns to the Registrar within a specified time period.

How Can CLS Help

We work with an experienced law firm to assist companies in making an application to restore a company to the register. Please contact one of the team on 059 9186776 or send us an email.

 

Please Note:

Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.

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